Topping Offer definition

Topping Offer has the meaning set forth in Section 6.02(a) hereof.

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Topping Offer means, with respect to any Qualified Acquisition Proposal, a written offer by CREC to amend this Agreement in order to provide for consideration attributable to the Company Shares held by the Independent Shareholders having a value at least $1,000,000 greater than the value of the consideration provided to the Independent Shareholders under such Qualified Acquisition Proposal, which offer shall state that it may not be withdrawn or revoked by CREC unless the parties hereto do not enter into an amendment to this Agreement to reflect the acceptance of the Topping Offer by the Company and the Shareholder Parties within ten calendar days after receipt thereof by the Company.

Topping Offer is defined in Section 7.2.

Examples of Topping Offer in a sentence

If necessary, Purchaser and Seller shall consent to a brief continuance of the 363 Hearing (without any further right of overbidding) in order to complete the documentation of a successful Topping Offer.
In the event that Buyer exercises such Topping Right (i) the Company may disclose such Topping Offer to such Qualified Third Party and (ii) within five calendar days following receipt by the Company of Buyer's notice of Topping Offer, Buyer and the Company shall enter into an amendment to this Agreement to reflect the Company's acceptance of Buyer's Topping Offer (unless the Company has received an additional Acquisition Proposal constituting an Overbid Transaction).
The Topping Offer Period shall automatically be extended to include additional three calendar days each ▇▇▇▇ ▇▇▇▇▇▇ delivers to Buyer a Competing Proposal Notice during the Topping Offer Period (as determined immediately prior to Buyer’s receipt of such Competing Proposal Notice, but after giving effect to any prior extensions in accordance with this sentence).
If within the time period specified Buyer has failed to make a Topping Offer or has notified the Company in writing that it does not intend to make a Topping Offer, the Company shall deliver 113 114 to Buyer the Termination Fee described in Section 8.4 and thereafter may enter into the definitive agreement with the Qualified Third Party described in the Overbid Notice.
In the event Seller determines, in its sole and absolute discretion, that the last offer submitted by Purchaser is equal to or better than the last offer submitted by all Third Parties at the Overbid Auction (taking into account any Break-up Fee, including expenses), then within three (3) Business Days following the conclusion of the Overbid Auction, Purchaser and Seller shall enter into an amendment to this Agreement to reflect Seller's acceptance of Purchaser's Topping Offer.
If, however, within the time period specified in clause (b) of this Section 6.03, Purchaser has failed to make a Topping Offer or has notified Sellers in writing that it does not intend to make a Topping Offer, Sellers may enter into a definitive agreement with the Qualifying Competing Bidder and Sellers' only obligation to Purchaser shall be the payment of Purchaser's Liquidated Damages as set forth in Section 6.04 and the return of the Deposit as provided for in Section 8.01(b).
In the event Seller determines, in its sole and absolute discretion, that the last offer submitted by Purchaser is equal to or better than the last offer submitted by all Third Parties at the Overbid Auction (taking into account any Break-up Fee, including expenses), then within three (3) business days following the conclusion of the Overbid Auction, Purchaser and Seller shall enter into an amendment to this Agreement to reflect Seller's acceptance of Purchaser's Topping Offer.
A Topping Offer shall exceed the Qualifying Competing Bid by a minimum of $500,000.
If within the time period specified Purchaser has failed to make a Topping Offer or has notified the Sellers in writing that it does not intend to make a Topping Offer, the Fox Parties shall deliver to Purchaser the Termination Payment described in Section 11.4 and thereafter may enter into a definitive agreement with the Third Party described in the Alternative Transaction Notice or pursue a stand-alone plan.
Upon delivery of a Competing Bid Notice, Purchaser shall have the right (a "Topping Right") to deliver to Sellers, within [five (5)] calendar days following the receipt by Purchaser of such Competing Bid Notice, a written offer (a "Topping Offer") to amend the terms of this Agreement in order to provide for a Purchase Price exceeding the Qualifying Competing Bid.

More Definitions of Topping Offer

Topping Offer. As defined in Section 5.17(b).

Topping Offer shall have the meaning given to that term in Section 8.1.

Topping Offer means an offer to acquire Geo, through a merger, tender offer, or other means, at a higher transaction value, as computed by Geo in connection with its acceptance of such offer, than Geo will receive if the Mergers are consummated as provided in this Agreement.

Topping Offer means a written offer by Centex, in accordance with SECTION 6.02(a) of the Stock Purchase Agreement, to amend the terms of the Stock Purchase

Topping Offer has the meaning set forth in Section 9.13(c).

Topping Offer is defined in SECTION 7.1.